Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


                    Appointment of Certain Officers; Compensatory

Arrangements of Certain


                    Officers.


(e)

Wintrust Financial Corporation 2022 Stock Incentive Plan



At the 2022 Annual Meeting of Shareholders (the "Annual Meeting") of Wintrust
Financial Corporation (the "Company") held on May 26, 2022, the Company's
shareholders approved the Wintrust Financial Corporation 2022 Stock Incentive
Plan (the "2022 Plan"), which had been previously approved by the Company's
Board of Directors (the "Board of Directors") subject to shareholder approval.
The following paragraphs provide a summary of certain terms of the 2022 Plan.

The 2022 Plan is intended to provide the Company with the ability to provide
market-responsive, stock-based incentives and other rewards for officers,
employees, directors and consultants of the Company and its subsidiaries that
(i) provide such award recipients with a stake in the growth of the Company and
(ii) encourage them to continue in the service of the Company and its
subsidiaries. The Compensation Committee of the Board of Directors will
administer the 2022 Plan and will designate the eligible award recipients under
the 2022 Plan.

Under the 2022 Plan, the Company may grant: (i) nonqualified stock options; (ii)
"incentive stock options" (within the meaning of Section 422 of the Internal
Revenue Code); (iii) stock appreciation rights ("SARs"); (iv) restricted shares;
(v) restricted share units; (vi) performance awards; (vii) stock awards; and
(viii) other incentive awards. Subject to the terms and conditions of the 2022
Plan, the number of shares authorized for grants under the 2022 Plan is
1,200,000 plus any shares available for awards under the Wintrust Financial
Corporation 2015 Stock Incentive Plan as of the effective date of the 2022 Plan.
The number of shares that remain available for future grants under the 2022 Plan
will be reduced by an amount equal to the number of shares subject to each award
granted under the 2022 Plan.

The foregoing description of the 2022 Plan is qualified in its entirety by the
text of the 2022 Plan, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders




At the Annual Meeting, the Company's shareholders (i) elected all thirteen of
the Company's director nominees, (ii) approved the 2022 Plan, (iii) approved an
advisory (non-binding) proposal approving the Company's 2021 executive
compensation as described in the Company's proxy statement, and (iv) ratified
the appointment of Ernst & Young LLP to serve as the Company's independent
registered public accounting firm for the fiscal year 2022. The results of the
vote at the Annual Meeting were as follows:

                                       1
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Proposal No. 1 - Election of Directors



                              Votes For        Votes Against       Abstentions        Broker Non-Votes
Elizabeth H. Connelly          48,576,071              353,203            42,646               2,523,096
Peter D. Crist                 46,549,270            2,366,979            55,671               2,523,096
Bruce K. Crowther              46,583,317            2,342,032            46,571               2,523,096
William J. Doyle               47,897,381            1,023,043            51,496               2,523,096
Marla F. Glabe                 48,629,414              292,376            50,130               2,523,096
H. Patrick Hackett, Jr.        47,124,214            1,794,374            53,332               2,523,096
Scott K. Heitmann              47,709,635            1,217,510            44,775               2,523,096
Deborah L. Hall Lefevre        48,745,160              184,307            42,453               2,523,096
Suzet M. McKinney              48,423,579              505,274            43,067               2,523,096
Gary D. "Joe" Sweeney          48,021,886              898,173            51,861               2,523,096
Karin Gustafson Teglia         48,586,382              336,035            49,503               2,523,096
Alex E. Washington, III        48,130,426              796,368            45,126               2,523,096
Edward J. Wehmer               48,539,818              385,872            46,230               2,523,096

Proposal No. 2 - Adoption of the Company's 2022 Stock Incentive Plan

Votes For Votes Against Abstentions Broker Non-Votes


 46,518,693         2,389,978            63,249             2,523,096

Proposal No. 3 - Advisory Vote on 2021 Executive Compensation

Votes For Votes Against Abstentions Broker Non-Votes


  46,074,966            2,761,778           135,176               2,523,096

Proposal No. 4 - Ratification of Independent Registered Public Accounting Firm

Votes For Votes Against Abstentions Broker Non-Votes


  49,278,460            2,192,957            23,599                       -

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



Exhibit No.    Description
  10.1           Wintrust Financial Corporation 2022 Stock Incentive Plan




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